Re Aurora Oil & Gas Ltd - [2014] FCA 612

FEDERAL COURT OF AUSTRALIA
Aurora Oil & Gas Ltd, in the matter of Aurora Oil & Gas Ltd
[2014] FCA 612

Citation: Aurora Oil & Gas Ltd, in the matter of Aurora Oil & Gas Ltd [2014] FCA 612

Parties: AURORA OIL & GAS LIMITED (ACN 008 787 988)

File number: WAD 71 of 2014

Judge: GILMOUR J

Date of judgment: 14 May 2014

Catchwords: CORPORATIONS – scheme of arrangement – increase in scheme consideration – plaintiff seeks orders pursuant to s 1319 of the Corporations Act 2001 (Cth) – meeting to proceed – proxy forms still valid unless revoked

Legislation: Corporations Act 2001 (Cth) ss 411(1), 1319

Cases cited: Re Cellestis Limited (No 3) [2011] VSC 493

Date of hearing: 14 May 2014

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 7

Counsel for the Plaintiff: Mr SK Dharmananda SC with Mr TP O'Leary

Solicitor for the Plaintiff: Gilbert + Tobin

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

GENERAL DIVISION

WAD 71 of 2014

IN THE MATTER OF AURORA OIL & GAS LIMITED
(ACN 008 787 988)

AURORA OIL & GAS LIMITED (ACN 008 787 988)
Plaintiff

JUDGE:

GILMOUR J

DATE OF ORDER:

14 MAY 2014

WHERE MADE:

PERTH

THE COURT ORDERS THAT:
1.The meeting of Aurora’s shareholders at 9:30 am (WST) on Wednesday, 21 May 2014 (Scheme Meeting) to consider the scheme of arrangement (with or without modification) proposed to be made between Aurora and its shareholders (Scheme), which on 14 April 2014 the Court ordered to be convened, proceed in accordance with those orders, these orders and the Revised Notice of Scheme Meeting dated 14 May 2014.
2.Valid proxy forms for the Scheme Meeting that have been lodged by any Aurora shareholder are deemed still to be valid unless revoked, and members who vote or who have voted in favour of the Scheme are deemed to have voted in favour of the two resolutions in the Revised Notice of Scheme Meeting dated 14 May 2014 to be considered at the Scheme Meeting.

Note:Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

GENERAL DIVISION

WAD 71 of 2014

IN THE MATTER OF AURORA OIL & GAS LIMITED
(ACN 008 787 988)

AURORA OIL & GAS LIMITED (ACN 008 787 988)
Plaintiff

JUDGE:

GILMOUR J

DATE:

14 MAY 2014

PLACE:

PERTH

REASONS FOR JUDGMENT

I made orders in this matter on 14 May 2014, at which time I delivered ex tempore reasons. These are those reasons, edited, but not so as to alter the substance of the reasons.
The Court, on 14 April 2014, made orders pursuant to s 411(1) of the Corporations Act 2001 (Cth) for the convening of a scheme meeting of the plaintiff to consider and, if thought fit, approve a scheme for arrangement proposed to be made between Aurora and its shareholders. Since that time, there has been an increase in the consideration…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Aurora Oil & Gas Ltd

Details

AGLC: Re Aurora Oil & Gas Ltd [2014] FCA 612
Case: [2014] FCA 612
Decision Date

CaseChat Overview and Summary

Aurora Oil & Gas Ltd, in the matter of Aurora Oil & Gas Ltd was a case heard by Gilmour J in the Federal Court of Australia. The plaintiff, Aurora Oil & Gas Ltd, had previously sought orders under s 411(1) of the Corporations Act 2001 (Cth) for the convening of a scheme meeting of the company to consider and, if thought fit, approve a scheme for arrangement proposed to be made between the company and its shareholders. An increase in the consideration offered in relation to the scheme from $4.10 to $4.20 was proposed and the plaintiff sought further orders arising from that alteration in the consideration. The legal issue before the court was the appropriate approach to be taken in relation to the shareholders who had lodged proxy forms. The court found that the appropriate approach was to treat the proxy forms as still valid unless revoked. The court ordered that the meeting of Aurora’s shareholders proceed in accordance with those orders, these orders and the Revised Notice of Scheme Meeting dated 14 May 2014. Valid proxy forms for the Scheme Meeting that had been lodged by any Aurora shareholder were deemed still to be valid unless revoked, and members who voted or who had voted in favour of the Scheme were deemed to have voted in favour of the two resolutions in the Revised Notice of Scheme Meeting dated 14 May 2014 to be considered at the Scheme Meeting.

Orders